exv10w42






Exhibit 10.42




30 July 2008






RE: Restated Offer of Employment with Immersion Corporation



Dear Clent:



     This offer letter supersedes your offer dated March 26, 2008 and all amendments thereto. The
effective date of this Restated Offer of Employment with Immersion Corporation is April 28, 2008.



     Immersion Corporation (the “Company” or “Immersion”) is pleased to present this offer for the
position of President and Chief Executive Officer, on the terms set forth in this agreement,
effective upon your acceptance by execution of a counterpart copy of this letter where indicated
below.



     Reporting Duties and Responsibilities. In this position, you will report to the
Company’s Board of Directors.



     Salary and Benefits. Your initial base salary will be $315,000.00 annually, payable
in accordance with the Company’s customary payroll practice, which is bi-weekly. This offer is
for a full-time, salaried, exempt position. Further, upon approval by the Company’s Board of
Directors (the “Board”), you will be eligible for a bonus in accordance with the Company’s 2008
Executive Incentive Plan of up to 100% of your salary, and (i) 40% of which is based upon the
Company’s performance, and (ii) 40% of which is based upon Corporate Initiatives, and (iii) 20% is
based on individual performance criteria (MBO performance). Your participation in the plan will be
prorated based on your start date.


Additionally, the Company will advance you an amount of up to $75,000.00. This payment will be
deducted from your earnings under the 2008 Executive Incentive Plan. You will also be provided
with a Commute package of up to $4200.00 per month for reasonable expenses related to the lease of
your local apartment and travel expenses to and from Portland, Oregon. The Commute package will be
in effect for up to 2 years at which time we will re-evaluate the terms.



     Sign-on Bonus. The Company will also provide you with a sign-on bonus in the amount
of $40,000.00 to be paid within your first week of employment. Should you leave voluntarily within
your first year of employment with Immersion, the sign-on bonus will be required to be repaid on a
prorata basis.



     Background Investigation. This offer is contingent upon the completion of a
satisfactory investigation concerning your background and references. This agreement may be
revoked in the event the results of the investigation do not meet Immersion’s requirements.



     Stock Options. Subject to the approval of the Board, the Company will grant you an
option to purchase 675,000 shares of the Company’s Common Stock pursuant to the Company’s 2008
Employment Inducement Award Plan anticipated to be approved by the Board and related form of stock
option agreement in effect at that time. All shares of stock subject to your option will have an
exercise price equal to the fair market value of the Company’s Common Stock at the date of grant.
So long as you remain employed by the Company, your option will become exercisable over a four-year
period with 25% of the shares vesting at the end of your first twelve months of service, and an
additional 2.083% vesting at the end of each month thereafter.



     Change of Control Benefits. Subject to the approval of the Compensation Committee of
the Board, the Company will enter into the Retention and Ownership Change Event Agreement,
enclosed.



 









 





     Confidential Information. As an employee of the Company, you will have access to
certain Company confidential information and you may during the course of your employment, develop
certain information or inventions that will be the property of the Company. To protect the
interest of the Company, you will need to sign the Company’s standard “Employee Inventions and
Confidentiality Agreement” as a condition of your employment. A copy of the agreement is attached
for your review. We wish to impress upon you that we do not wish you to bring with you any
confidential or proprietary material of any former employer or to violate any other obligation to
your former employers.



     At-Will Employment. While we look forward to a long and profitable relationship,
should you decide to accept our offer, you will be an at-will employee of the Company, which means
the employment relationship can be terminated by either of us for any reason at any time. Any
statements or representations to the contrary (and indeed, any statements contradicting any
provision in this letter) are ineffective. Further, your participation in any stock option or
benefit program is not an assurance of continued employment for any particular period of time.



     Authorization to Work. The Immigration Reform and Control Act of 1986 requires you,
within three business days of hire, to present documentation demonstrating that you have
authorization to work in the United States. Acceptable documentation is shown on the enclosed form
titled Employment Eligibility Verification (Form I-9). Please bring this form, along with the
appropriate documentation, to the new employee orientation on your first day of employment. If you
have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike,
please contact our Human Resources department.



     Term of Offer. This offer will remain open until close of business on March 28, 2008.
If you decide to accept our offer, and we hope that you will, please sign the enclosed copy of
this letter in the space indicated and return it to me. Upon your signature below, this agreement
and the other agreements referenced herein will become our binding agreement with respect to the
subject matter of this letter (although the Retention and Ownership Change Event Agreement and
eligibility for the Company’s Executive Incentive Plan will only become effective as described
above), superseding in their entirety all other or prior agreements by you with the Company as to
the specific subjects addressed in this letter. This agreement will be binding upon and inure to
the benefit of our respective successors and assigns, and heirs, administrators and executors, will
be governed by California law, and may only be amended in a writing signed by you and an authorized
officer of the Company.



     Start Date. This offer is made with the understanding that you will start employment
with Immersion on April 28, 2008. For purposes of this Agreement, the term “start date” shall mean
the day on which you commence employment with the Company.



     We are excited and pleased to have you join the Immersion team in this exciting role and we
look forward to a mutually beneficial working relationship.


Sincerely,



	 	 	 	 	 
	 	 	 
	 	/s/ Victor Viegas
 	 
	 	Victor Viegas 	 
	 	Chairman of the Board, President and CEO 	 
	 



Agreed and Accepted




	 	 	 	 	 
	/s/ Clent Richardson

	 	30 July 2008
	 	 
	 

	 	 	 	 
	Clent Richardson

	 	Date